Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Zahraei v. Khosh-Sirat

Court of Appeals of Texas, Fifth District, Dallas

May 6, 2019

ABBAS ZAHRAEI, Appellant
v.
MOHAMMAD-REZA KHOSH-SIRAT, Appellee

          On Appeal from the 429th Judicial District Court Collin County, Texas Trial Court Cause No. 429-05451-2016

          Before Justices Bridges, Partida-Kipness, and Carlyle

          MEMORANDUM OPINION

          CORY L. CARLYLE JUSTICE.

         Abbas Zahraei[1] appeals from the trial court's order denying his special appearance challenging personal jurisdiction. We affirm and, because the issues are settled in law, issue this memorandum opinion. See Tex. R. App. P. 47.4.

         I. Background

         Abbas is a resident of Iran. In 2012, he joined with a Texas resident to form a Texas limited-liability company for purposes of investing and conducting business in the state. In 2014, that company, AZ&H Investment Co. LLC, acquired a 50% interest in a commercial property located in Plano, Texas. To facilitate the transaction, AZ&H took out a loan from First United Bank in Denton, Texas, for which Abbas signed as a guarantor.

         Later that year, Abbas enlisted the help of his Georgia-resident daughter, Sarah Zahrai, [2]and Texas resident Mohammad-Reza Khosh-Sirat, in forming a new limited-liability company for the purpose of acquiring the Plano Property. At Abbas's instruction, Khosh-Sirat formed AZS Holding Company LLC in September 2014. According to AZS's tax filings, Abbas owned 100% of AZS's profits and 99% of its capital, while Sarah owned the other 1% of the capital.

         AZS acquired the entire Plano Property in January 2015. Abbas traveled to Texas for the closing and signed all of the closing documents. Sarah also traveled to Texas around this time to meet with Khosh-Sirat. As part of the deal, AZS assumed AZ&H's loan with First United. AZS also opened a bank account with First United at the Denton location.

         Khosh-Sirat initially managed AZS's commercial business at the Plano Property, but he soon left the company after a dispute arose about his compensation. When negotiations to resolve Khosh-Sirat's claims fell through, he filed a lawsuit against AZS in December 2015. AZS did not file an answer. Khosh-Sirat therefore filed a motion for default judgment on July 15, 2016. Twelve days later, on Abbas's instruction, AZS sold its sole asset (the Plano Property) to a third-party company, JNM Legacy Properties Plano, LLC. AZS received $640, 961.24 from the sale, which was wired into AZS's Texas bank account. Abbas withdrew the sale proceeds three days later, all $640, 961.24, leaving AZS with no assets.

         In September 2016, Khosh-Sirat obtained a default judgment against AZS in the amount of $78, 000. After learning AZS had transferred its sole asset to a third party, Khosh-Sirat sued AZS, Abbas, Sarah, and JNM, alleging that the sale of the Plano Property was a fraudulent transfer aimed at preventing him from collecting the debt owed by AZS. Abbas and Sarah each filed special appearances contesting personal jurisdiction.

         Along with his special appearance, Abbas filed an unsworn declaration acknowledging that he asked Sarah to sell the Plano Property. In connection with her special appearance, Sarah testified, among other things, that: (1) she traveled to Texas on behalf of Abbas to meet Khosh-Sirat in January 2015; (2) she understood that the Plano Property was Abbas's property; (3) she understood that AZS was Abbas's company; (4) she was not aware she had any ownership interest in AZS; (5) Abbas gave her power of attorney to act on his behalf in Texas; (6) she participated in leasing commercial spaces in the Plano Property; (7) she signed an agreement with a Texas real-estate broker (on behalf of Abbas) to facilitate the eventual sale of the Plano Property; (8) she signed the deed transferring the Plano Property to JNM; and (9) Abbas withdrew the sale proceeds from AZS's Texas account.

         In May 2017, the trial court entered a judgment holding that AZS fraudulently transferred the Plano Property. But it severed that judgment into a new case, and it did not issue a ruling concerning either Abbas's or Sarah's liability in an individual capacity. After a hearing, however, the trial court denied Abbas's special appearance without issuing findings of fact or conclusions of law.

         II. Discussion

         A. ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.